Cooley served as the US law advisor to BItmovin. EIB was advised by Duane Morris and Schoenherr.
Bitmovin Inc US issued a warrant for the loan to the EIB.
The Herbst Kinsky team included Attorneys at Law Florian Steinhart and Carl Walderdorff.
The Cooley team was led by Partner Michael McGrail.
The Duane Morris team included Partners Nanette Heide and Bruce Jurist and Associates Xiu Ming Gao and Kristen Lin.
The Schoenherr team was led by Partners Martin Ebner and Thomas Kulnigg and included Associate Wolfgang Hellsberg and Attorneys at Law Manuel Ritt-Huemer, Maja Petrovic, and Marco Thorbauer.
An interview with Nanette Heide on this deal.
What attracted you to work on this deal?
The deal reflects the EU’s broad desire to support investments that will create jobs.
I was very excited to work on this financing transaction with EIB, which is a lending institution owned by the European Union’s member states. This investment is part of the strategy and mission of EIB and the EU to focus on investments that will create jobs and growth. Second, it was an opportunity to collaborate with a top-notch law firm in Austria, Schoenherr, which has great lawyers whom I have enjoyed working with many times in the past. The Schoenherr team ran the debt documents and I ran the warrant, which was a bit of a synthetic tracker of value created by the EIB investment. The structure was sophisticated and somewhat complex, requiring great coordination by the lawyers and across different time zones.
How does this deal reflect the current M&A Scene in Austria?
The deal reflects the EU’s broad desire to support investments that will create jobs. Because it was a debt structure, the deal was technically not an M&A transaction, but it does reflect the impressive development of new technologies in the region that will have a significant impact.
What challenges arise when working on debt financing? How did you work around this?
Complications in debt financing typically involve debt covenants. Given that Schoenherr managed the debt financing documents and I was managing the warrant, we needed to work together to make sure that certain triggering events were coordinated for both sets of documents. We also needed to understand how certain business situations for Bitmovin would affect the desired outcome for the debt and the exercise of the warrant. This required both sets of counsel to keep the other informed for purposes of drafting and negotiations.
I believe the robust environment for M&A will continue in 2020.
How did you ensure all parties came to an agreement?
As stated above, extensive coordination and communication between both sets of counsel were crucial.
What are you expecting to occur in the global M&A sector in 2020?
I believe the robust environment for M&A will continue in 2020. I focus on M&A in the private equity industry, and PE funds continue to raise significant amounts of capital for investment. Provided that there are no drastic changes to the economics of the PE industry - which fuels significant growth of industry and plays a vital role in creating jobs - I anticipate that PE funds will put this capital to work by investing in growing businesses and funding new opportunities. All of this will feed a robust pipeline of M&A activity.
